Terms And Conditions
Unite Telecoms Ltd – Terms and Conditions
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in this agreement.
Additional Term: means a period of 12 months commencing at the end of the Minimum Term or any previous Additional Term, as the case may be.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.
Contract: the contract between the Supplier and the Customer for the supply of Equipment and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Current Price: means the price of out of bundle charges for premium and international calls as published on the Suppliers Website from time to time;
Customer: the person or firm who purchases the Equipment and/or Services from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Delivery Location: has the meaning given in clause 4.1
Equipment: the equipment (or any part of it) set out in the Equipment Order Form.
Equipment Order Form: the Supplier’s equipment order form listing the Equipment to be provided by the Supplier to the Customer in accordance with these Conditions.
Force Majeure Event: has the meaning given to it in 17.
Intellectual Property Rights: patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Minimum Term: the minimum term of the contract is for the term stated on the Equipment Order Form and/or Network Order Form and unless the Contract is terminated in accordance with clause 14 of these Conditions the Contract shall be automatically renewed at the end of the Minimum Term for the Additional Term.
Network Order Form: the Supplier’s network order form listing the Services to be provided by the Supplier to the Customer in accordance with these Conditions.
Order: the Customer’s signed Equipment Order Form and/or Network Order Form.
Services: the services supplied by the Supplier to the Customer as set out in the Network Order Form.
Supplier: UNITE TELECOMS LTD registered in England and Wales with company number 11660567.
Supplier Materials: has the meaning given in clause 8.1(h).
Suppliers Website: https://www.unitetelecoms.co.uk/
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
- BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Equipment and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Equipment or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue, unless otherwise agreed by the Supplier in writing.
2.6 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
2.7 The Supplier and the Customer agree that unless the Contract is terminated by either the Supplier or the Customer in accordance with clause 14.1 at the end of the Minimum Term the Contract shall be automatically renewed for the Additional Term.
2.8 The Supplier and the Customer agree that if during any Additional Term the Contract is not terminated by either the Supplier or the Customer in accordance with clause 14.1, the Contract shall be automatically renewed for further Additional Term’s until the Contract terminated in accordance with clause 14.1.
3.1 The Equipment is described in the Equipment Order Form.
3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of any specification for Equipment provided by the Customer, including any plans or drawings. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Equipment Order Form if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
3.4 The Customer agrees and accepts that any telephone numbers, cloud licences, DDI’s or Equipment provided by the Supplier to the Customer remain the property of the Supplier at all times. The Customer has the right to use any telephone numbers, cloud licences, DDI’s or Equipment until the Contract has been terminated in accordance with these Conditions.
3.5 The Customer agrees and accepts that all telephone numbers, cloud licences, DDI’s and Equipment provided by the Supplier to the Customer shall be returned to the Supplier once the Contract has been Terminated in accordance with these Conditions and the Customer agrees to take all actions necessary to ensure that any such telephone numbers, cloud licences, DDI’s or Equipment are returned to the Supplier.
- DELIVERY OF EQUIPMENT
4.1 The Supplier shall deliver the Equipment to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Equipment is ready.
4.2 Delivery of the Equipment shall be completed on the completion of unloading of the Equipment at the Delivery Location.
4.3 Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.
4.4 If the Supplier fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement equipment of similar description and quality in the cheapest market available, less the price of the Equipment. The Supplier shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.
4.5 If the Customer fails to accept delivery of the Equipment within three Business Days of the Supplier notifying the Customer that the Equipment is ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Equipment:
(a) delivery of the Equipment shall be deemed to have been completed at 9.00 am on the forth Business Day following the day on which the Supplier notified the Customer that the Equipment were ready; and
(b) the Supplier shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 If seven Business Days after the day on which the Supplier notified the Customer that the Equipment is ready for delivery the Customer has not accepted delivery of it, the Supplier may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.
4.7 The Supplier may deliver the Equipment by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- QUALITY OF EQUIPMENT
5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Equipment shall:
(a) conform in all material respects with its description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full if:
(a) the Customer gives notice in writing within the warranty period within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Equipment; and
(c) the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier’s place of business at the Customer’s cost.
5.3 The Supplier shall not be liable for the Equipment’s’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Equipment after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Equipment without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Equipment differs from the Equipment Order Form as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.5 The terms of these Conditions shall apply to any repaired or replacement Equipment supplied by the Supplier.
- TITLE AND RISK
6.1 The risk in the Equipment shall pass to the Customer on completion of delivery.
6.2 Title to the Equipment shall not pass to the Customer unless expressly stated within the Equipment Order Form.
6.3 Unless and until title to the Equipment has passed to the Customer, the Customer shall:
(a) store the Equipment separately from all other equipment held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
(c) maintain the Equipment in a satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
(e) give the Supplier such information relating to the Equipment as the Supplier may require from time to time.
6.4 If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), then, without limiting any other right or remedy the Supplier may have the Supplier may at any time:
(a) require the Customer to deliver up all Equipment in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover them.
- SUPPLY OF SERVICES
7.1 The Supplier shall supply the Services to the Customer in accordance with the Network Order Form in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Network Order Form and the Equipment Order Form are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, Equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(i) comply with any additional obligations as set out in the Network Order Form and the Equipment Order Form;
(j) comply with all obligations stipulated by any provider of finance for the Equipment with whom the Customer has entered into a contract.
8.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
- CHARGES AND PAYMENT
9.1 The price for Equipment:
(a) shall be the price set out in the Equipment Order Form;
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Equipment, which shall be invoiced to the Customer;
(c) the Customer agrees and accepts that it shall be responsible for obtaining adequate finance for the Equipment;
(d) In respect of Equipment, the Customer shall either:
(i) take adequate finance with a finance provider who will pay the Supplier the price stated on the Equipment Order Form in full on the Commencement Date; or
(ii) pay to the Supplier the price stated on the Equipment Order Form by monthly direct debit payments, in arrears, on the dates specified in the Equipment Order Form.
(e) time for payment shall be of the essence of the Contract.
9.2 The charges for Services:
(a) shall be set out in the Network Order Form;
(b) shall be payable by the Customer to the Supplier monthly in arrears by direct debit payments for the amounts and on the dates specified in the Network Order Form;
(c) any additional Services provided by the Supplier to the Customer in addition to those set out in the Network Order Form shall be paid in full by the Customer at the Current Price within 14 days of the Supplier providing the Customer with an invoice; and
(d) time for payment shall be of the essence of the Contract.
9.3 The Supplier reserves the right to:
(a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date, save that, the Supplier shall not be at liberty to increase the charge for the Services by more than 15% of the charges paid by the Customer for the Services, in the preceding 12 months;
(b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Equipment.
9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.
9.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
10.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
- DATA PROTECTION
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation and any other law that applies in the UK.
11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.
11.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
11.4 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(c) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(d) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer on becoming aware of a personal data breach;
(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1 the Supplier’s total liability to the Customer shall not exceed the total amount paid by the Customer to the Supplier in respect of the Equipment and the Services in the preceding 12 month period (Supplier’s Total Liability). The Supplier’s Total Liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
13.3 This clause 13.3 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to clause 13.1, the Supplier wholly excludes any liability to the Customer for the types of loss listed in clause 13.3(b).
(b) The following types of loss are wholly excluded:
(i) Loss of profits;
(ii) Loss of sales or business;
(iii) Loss of agreements or contracts;
(iv) Loss of anticipated savings;
(v) Loss of use or corruption of software, data or information;
(vi) Loss of or damage to goodwill;
(vii) Indirect or consequential loss.
13.4 The Supplier has given commitments as to compliance of the Equipment and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
13.5 The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date (Notice Period). Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the Notice Period, the Supplier shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.6 This clause 13 shall survive termination of the Contract.
14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 60 days’ written notice, save that if such notice is given more than 60 days before the end of the Minimum Term or any Additional Term, such termination shall take effect as if the termination has been given only 60 days prior to the end of the Minimum Term or the Additional Term so that the Contract is terminated on the last day of the Minimum Term or the Additional Term, whichever is appropriate.
14.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract at any time and with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer; or
(c) the Customer commits a material breach of its obligations under the Contract; or
(d) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
14.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- CONSEQUENCES OF TERMINATION
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall pay to the Supplier all sums outstanding and due up to the expiry of the Minimum Term or the Additional Term, whichever is appropriate.
(c) the Customer shall return all of the Supplier Materials and Equipment to the Supplier at the Customer’s cost. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
- PAYMENTS MADE BY THE SUPPLIER
16.1 In some circumstances the Supplier and the Customer may agree for the Supplier to make payments to the Customer towards any costs that they have incurred in terminating a contract with another supplier, in respect of specified mobile numbers.
16.2 If a payment is agreed to be made in accordance with clause 16.1, unless otherwise agreed in writing between the Supplier and the Customer, payment in the amount agreed between the Supplier and the Customer shall be made by the Supplier to the Customer:
(a) on the date that is four calendar months from the Commencement Date save that if such date is not a Business Day, payment shall be made on the next Business Day; and
(b) payment shall only be made to the Customer by the Supplier once the Customer has provided the Supplier with confirmation by way of a receipted invoice that payment to their previous supplier or finance provider has been made in respect of the specified mobile numbers; and
(c) payment shall only be made by the Supplier to the Customer in respect of any agreement reached to make payment in accordance with clause 16.1 if the Customer has made all payments due to the Supplier at the time that they are due and in accordance with these Conditions; and
(d) the Customer shall not seek to recover any more from the Supplier under this clause 16 than the amount actually paid in order to terminate their contract with their previous supplier or finance provider regarding the specified mobile numbers; and
(e) payment shall only be made in accordance with this clause 16 in respect of specified mobile numbers that remain live and only if those specified mobile numbers have not had a termination of agreement served at the date specified in clause 16.2(a).
16.3 Nothing in this clause 16 shall impose an obligation on the Supplier to make any payment to the Customer in respect of their contracts with other suppliers or finance provider and it is entirely at the discretion of the Supplier as to whether they agree to do so.
- FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
18.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by fax to its main fax number or sent by email to the following email address
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
18.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
18.7 Third parties rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
18.9 Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.